UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under Rule 14a-12 |
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Rocky Brands, Inc. |
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(Name of Registrant as Specified in its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
ROCKY BRANDS, INC.
39 East Canal Street
Nelsonville, Ohio 45764
PROXY STATEMENT SUPPLEMENT FOR THE
2024 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 5, 2024
The following information relates to the proxy statement (the “Proxy Statement”) of Rocky Brands, Inc. (the “Company”), dated April 29, 2024, furnished to shareholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for the 2024 Annual Meeting of Shareholders and any adjournment or postponement thereof. All capitalized terms used in this supplement to the Proxy Statement (the “Supplement”) and not otherwise defined herein have the meaning ascribed to them in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement.
The Company is furnishing this Supplement to correct a scrivener’s error in the Notice of Annual Meeting of Shareholders in the Proxy Statement, dated April 29, 2024. The Notice of Annual Meeting of Shareholders incorrectly states that the date of the Annual Meeting of Shareholders will be held on Wednesday, June 5, 2023. The Annual Meeting of Shareholders will be held on Wednesday, June 5, 2024.
Additionally, a copy of the form of proxy card that was mailed to shareholders is being filed with the Securities Exchange Commission (“SEC”) as definitive additional materials and replaces the form of proxy card that was previously filed as part of the definitive proxy statement with the SEC on April 29, 2024.
Except as specifically set forth in this Supplement, all information set forth in the Proxy Statement remains unchanged. From and after the date of this Supplement, all references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.
ROCKY BRANDS, INC.
39 East Canal Street
Nelsonville, Ohio 45764
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 29, 2024
To Our Shareholders:
The Annual Meeting of Shareholders of Rocky Brands, Inc. will be held at the Ohio University Inn & Conference Center located at 331 Richland Avenue, Athens, Ohio, 45701 on Wednesday, June 5, 2024, at 3:00 p.m. local time for the following purposes:
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To elect five Class II Directors of the Company, each to serve for a two-year term expiring at the 2026 Annual Meeting of Shareholders. |
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To hold an advisory vote relating to the compensation of our named executive officers. |
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To approve the Rocky Brands, Inc. 2024 Omnibus Incentive Plan. |
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To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. |
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To transact any other business which may properly come before the meeting or any adjournment thereof. |
Owners of record of common stock of the Company at the close of business on April 15, 2024, will be entitled to vote at the meeting.
If you wish to attend the meeting, directions to the annual meeting may be obtained by visiting the Company’s website: www.rockybrands.com. Directors and officers of the Company and representatives of its independent registered public accounting firm will be present to answer your questions and to discuss its business.
We urge you to execute and return the enclosed proxy, or vote electronically over the Internet or by telephone, as soon as possible so that your shares may be voted in accordance with your wishes. Please refer to the proxy card enclosed for information on voting electronically or by telephone. If you attend the meeting, you may vote in person if you are a shareholder of record or authorized by a shareholder of record, and your proxy will not be used.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 5, 2024: The proxy statement and annual report to security holders are available at www.edocumentview.com/RCKY.
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By Order of the Board of Directors, |
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Jeremy D. Siegfried |
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Secretary |
